


The Rise and Fall of Ungoliant

by Chandrian



Category: The Lord of the Rings - J. R. R. Tolkien, The Silmarillion and other histories of Middle-Earth - J. R. R. Tolkien
Genre: Backstory, Darkening of Valinor, Laurelin, Origins, Other, Telperion, The Silmarillion References
Language: English
Status: Completed
Published: 2018-02-25
Updated: 2018-10-01
Packaged: 2019-03-24 01:08:39
Rating: Not Rated
Warnings: No Archive Warnings Apply
Chapters: 5
Words: 6,136
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/13800186
Author URL: https://archiveofourown.org/users/Chandrian/pseuds/Chandrian
Summary: How Ungoliant and Melkor darkened Valinor. This is one of my favorite stories from the Silmarillion and I wanted to give it more form than it already has.





	1. A Meeting of the Dark

**Summary for the Chapter:**

> How Ungoliant and Melkor first met

She lived in darkness perpetual, the shadows of her own hate oozing from her form as she dwelt in the deep recesses of the land. She had been alone for a long time as she journeyed further and further south, ever searching for the light that assaulted her mind but strengthened her body. Eventually, she’d found this place, dark and deep. She devoured what light she encountered, defeating its power while growing her own. With every painful feast, she expanded, the power inside her pressing outward while she fought to contain it within her form.

She existed in this way for many years, feasting and growing and spinning her dark webs until the recess she’d found was filled with a dense, sticky forest. Occasionally she heard the horns of the Hunter, that beast who’d sought to destroy Her. When the deep bellow echoed through her lair she spun webs about herself, encasing her dark light until she was sure she would not be detected. Never did the Hunter come close enough to find her. She was safe.

Until one day, another entered her awareness. She sensed a power and anger that were not her own, not as dark as her own hatred. Curious, she crept over the strands of her domain, drawn to the relative lightness of this new being’s heart. Further and further she traveled, climbing up from her deep burrow, back toward the light.

At last she emerged into a brightness she’d not faced for a long time. She quickly spun a thick web to shade her hide from this nigh forgotten pain, while within her she ached to consume it, to feel it, to be it. Carefully ensconced, she looked about her at the rocky landscape she’d chosen as home. Mountains reached to the sky, gray craggy peaks pressed against the folds of dark blue that spread over the horizon. Though hidden behind jagged hills of stone, she could hear the distant crash of wave on land to the east.

The northern sky held light. It was a light of such pure intensity that she couldn’t look away, even as gazing at this light cut her like a thousand sharp edges. There were two lights, she realized. One a brilliant silver and one a lustrous gold. For the first time in an age, she craved new light. She’d searched out all the light around her over the years until her lair was pure darkness, filled with her own oily blackness, a complete opposite to what she truly desired. Her desire for this new light threatened to consume her, just as she wished to consume it, to feel its power roil within her as it struggled to escape.

“What are you, creature?”

She spun around, legs scuttling over the rocks as she produced fresh webs, prepared to consume the being who dared speak to her. Her sight fell upon a creature of inherent light, like the Hunter she strove to avoid when she heard the horns. Unlike the Hunter, she sensed a darkness in this being that fought against his light, consuming it the way She did.

“Speak, creature!” the un-Hunter commanded, his voice beautiful and forbidding, filled with a power that could not touch her.

She considered this being before her, so clearly beneath her in stature and power. But he interested her in a way nothing had for a long time.

She closed her many eyes and concentrated on the conflict of light and dark within her. With focus, she sought to force these powers into a tight center, controlling them rather than allowing them to fly at will inside her. Within moments, she’d manipulated the light and dark into a different form. She opened her new eyes, only two this time. Her once massive body was now lithe, like the being who faced her, yet it was still thick and black. The webs that had shielded her from the northern lights fell from her head now, covering her exposed skin and protecting it from the harshness of this land.

The being before her made no move as She changed her form, merely watching with a vague interest. Now closer to his own size, She stepped toward him and made a slow circuit of his own body, looking closely without and within, gauging his power and intentions.

_What brings you here, stranger?_

This voice hissed from her new form, not issuing from lips as the new being’s did, instead emanating from within her.

“I have come for revenge.” His words, forbidding before, were now soft and silky. Was he trying to entice her?

_There is no revenge for you here. There is only myself._

She continued to circle around the being, his long dark hair lifting from the breeze of her passing.

“Then perhaps I’ve come for you,” he answered, voice deep now and perhaps...sultry?

_Why would you seek me?_

Silence. Still she circled him, only the sound of her feet against stone and the distant rage of the sea accompanying their meeting.

“I think I need your help.”

Another voice this time. No longer commanding or soft or sultry, the being’s voice was now serious. Now she was beginning to sense the new power he contained within himself. She could smell his greed, his envy, his lust for power. And beneath all of that was hate. A hate for the light.

She stopped circling him. Now she stood before him, eyes on his, feeling his power surge beneath his skin.

_What would you do?_

He looked at her, dark eyes on her own black ones. He stretched a hand to her face, his touch soft against her hard carapace. She did not react. She did not desire touch nor did it repulse her. He saw that she did not react and removed his hand.

“I would tear down the Vala. Strike them hard and destroy that which they love. I believe you could help me.”

_Why would I aid you?_

He met her gaze and reached again for her face. This time when his hand met her skin she felt a shock as his power collided with her own, melding in the spot where his skin met hers. She quickly pushed his arm away, her webs stretching forward to strike him.

“Wait.”

For the first time she heard his voice as he clearly intended it: powerful and filled with a might that threatened to fill her with terror. Beneath his dark eyes, his mouth curled into a smile. “You want to help me, because I need you to destroy their great trees.”

_Trees?_

He turned to the north, disregarding the strong webs that she still menaced him with, and pointed at the light.

“Those lights you see? Those come from two glorious trees, grown by the Valar.”

She looked at these lights again, hungrily taking in the silver and gold that shone in the deep blue sky. As she watched, the gold slowly faded away until only the silver light remained, suffusing the clouds to the east with a bright shine that cut deeply into her mind.

“I would see those trees destroyed,” the being said now, watching her face as she gazed with a hateful longing at the sky. “By you, if you will aid me.”

Eyes filled with shining silver, she turned to the stranger.

_Who are you?_ she asked finally, at last extending an interest in this being who had wandered into her land.

“I am called Melkor, once greatest of the Vala under Iluvatar.” With this name, Melkor’s eyes flashed with a sudden burning hatred, and she could see that this hate was like her own, a similarity that connected them and had perhaps drawn him to her in the first place. “Who are you?” he asked.

In response, she released the light and dark inside her, allowing it to expand outward once more as she returned to the shape in which she had spent so much of her time. She grew to a great size, her four limbs becoming eight, her two eyes becoming many, her torso becoming a massive heaving abdomen, her head a giant black cephalothorax. Her myriad eyes still gleamed with silver as she faced Melkor, now beneath her on the rocks.

_I am Ungoliant._


	2. An Alliance of the Dark

**Summary for the Chapter:**

> Introductions over, Melkor reveals his plan to destroy the light of Valinor to Ungoliant, who is hesitant and distrustful.

The being called Melkor gazed upon her terrifying form, and but for a momentary glint in his eyes seemed unaffected by her transformation. 

Ungoliant settled her massive bulk on the ground, legs curled in toward her abdomen. Then she waited, waited for Melkor to explain his intentions and his plan for assaulting the Valar.

At last, he spoke. 

“Ungoliant...I remember you,” he said, walking gracefully to a nearby rock and sitting upon it. “You escaped from the hunters and the other Valar before ultimately finding some dwelling here in Aman. I knew there was a force of terror out here, but I did not realize it was you.”

_ Lies... _ she uttered. She could smell the stench of deception on him, though his voice and expression revealed none of this. 

Melkor smirked. “It is good to know you are gifted in perception. Such strengths will aid us against the Valar. You are right. I did suspect that it was you, Ungoliant, who had been living here in Avathar. It is why I sought this ravine.”

_ Because you wish me to help you destroy the Valar. _

“Yes,”  Melkor said simply. His expression was one of honesty, but Ungoliant knew that beneath this facade was hate and destruction waiting to be loosed.

_ Why would I endanger myself for your sake? Just for those lights, which you claim are magnificent trees of godly make? _

Ungoliant could not forget the fierce predation of the Hunter and his followers, nor the threatening will of the sky lord. Only with determination and luck had she escaped these enemies to her current dwelling deep in the earth. True it was that Ungoliant did not relish her existence: the light that leaked into her domain threatened her, and she fought a constant battle with desire for this light that pained her so. Still, she did not relish facing the Valar once more in battle and perishing, and Melkor’s plans suggested that this would be her fate. 

“You are right that it would be dangerous to assault the Valar directly. They are powerful, and in Valmar itself they are nigh untouchable. But the giver of fruits holds sway over the nature of Valinor, and soon all will gather upon Taniquetil for their feast. Then Valmar will be vacant and the trees unguarded. It is at this time that I intend to strike against these lights and destroy them.”

As he spoke, Melkor seemed to change. His appearance grew taller until he was nearly twice his original size, a great being grown greater. His demeanor also became darker and more terrible, until even Ungoliant suppressed a shudder to look upon him. Greatly did he wish to destroy the light of Valinor, and this desire began to corrupt his once fair appearance. 

_ Your plan may work. But even if these lights are as glorious as you say, it will be but a fleeting quench of my thirst. What else do you offer? _

“Do as I bid. If, after all is done, you still hunger, then I will give to you whatever your lust demands. I will give it to you with both hands, freely.” At this Melkor held out his large hands, both the size of one of her great eyes, as if in supplication or friendship. 

Ungoliant stared deeply at him. As his appearance had changed with the uttering of his dark plan, so too did his mind become deeper, so that now when Ungoliant attempted to perceive his intentions she could not discern whether he was deceiving her or not. 

Nevertheless, as her gaze turned northward once more and saw the bright silver light of the tree, the promise of such a light was too inviting to deny.

Finally she replied. 

_ I will aid you, Melkor. Together we will destroy the light of Valinor and I will drink deep on this power. This will not ally us forever, _ she warned.  _ I see much deceit in you and will not give you the chance to betray me.  _

Melkor, his face mysteriously shadowed, smiled. “Understood, Ungoliant.”

He turned northward as well and they both faced the silver glow. 

“Soon that light will be extinguished, and the Valar and their Eldar pets will realize the danger they face.”

Ungoliant remained silent, glancing at Melkor from one of the her eyes. There was a gleam in his eyes once more that was not a reflection of the treelight. She still did not trust this being, once connected with the great Valar, but her lust for light was strong. She would aid him in this endeavor, but her eyes would be open to the threat of betrayal and destruction, a turn she knew would come from this Melkor...


	3. The Deaths of Telperion and Laurelin

**Summary for the Chapter:**

> Ungoliant and Melkor come to Ezellohar, and Ungoliant has a feast.

They traveled swiftly under a dark mass of Ungoliant’s unlight. This unlight was a cloak of darkness about the pair of them, a void which no eyes could pierce. Melkor guided them ever northward, closer and closer to the shining light of Telperion, as he had called it. They traveled in silence, having discussed their plan and struck a deal which suited them both. Ungoliant still doubted that Melkor would hold entirely to his promise to satisfy her lust for light, but as they came ever closer to the light in Valmar she worried about this less and less. 

At last they alighted on Hyarmentir and gazed west to the distant mount of Taniquetil and the city of the Valar. Ungoliant could hear the distant singing of voices to the east by the sea. 

“Those are the Teleri, the Eldar closest to the waters of the pourer. Only they do not join the Valar in this feasting. The others will all be present upon Taniquetil.”

And indeed, the streets of Valmar were empty and silent. From their seat upon Hyarmentir Ungoliant could see gleaming streets interspersed with glorious buildings and shining trees. This city was filled more light than Ungoliant had ever seen, bursting from every surface like the darkness in her caverns. She fought down her urge to flee far away from this radiant place, a natural response in a creature of unlight. But amidst this flaring city was the source of all this illumination: two tall trees that shed light like water. Ungoliant was entranced and only looked away when Melkor gave an abrupt shout.

He leapt down the heights of Hyarmentir toward the Guarded Realm, and in his dark eagerness he laughed, the evil sound of it echoing off the hills they crossed. Ungoliant swiftly followed, leaving a trail of unlight in her wake, eyes fixed on the lights ahead, Melkor’s laughter only just drifting into the edge of her awareness.

Their journey was short and they quickly traversed the silence of Valmar until they at last emerged into the green mounds of Ezellohar where Ungoliant heaved her bulk to a halt. There before her were two trees, one silver and one gold. Telperion and Laurelin, as Melkor had named them. The beautiful silver light that Ungoliant had desired since first arising from her caverns came from a tall tree, with dark green leaves, the underside of which gleamed silver. Countless flowers sprouted from this tree, Telperion, and from each flower spilled a dew of silver light, causing the green mound beneath it to shimmer and dapple with shadows. The golden tree, Laurelin, bore leaves of a young green with edges of glittering gold. These flowers were like yellow flames, glowing horns that spilled a golden rain upon the ground. 

Ungoliant gazed upon this pure light with a lust more powerful than any she’d ever felt. All the light she’d ever consumed raged within her as she crept towards the beauty built by the giver of fruits. Her insides were a storm of light and dark as desire filled her so completely that she forgot the danger they faced from the Valar, and her fixation was only broken by Melkor’s sudden exclamation.

With a cry of pure hatred Melkor bounded forward and pierced the sides of Telperion with a spear that Ungoliant hadn’t noticed before. A bellowing moan rose from the silver tree as Melkor withdrew his black spear and pierced its sister Laurelin, whereupon another agonized screech sounded from this source of pure gold. 

Melkor stepped back from his treachery, black spear gleaming with a mix of silver and gold liquid, his tall form heaving with furious breaths. As Melkor watched the two trees bleed their ichor, he laughed perilously, a sound never heard in Valmor before or since. 

Meanwhile Ungoliant had watched as Melkor struck these devastating blows and had immediately seen when the two trees began leaking their holy sap. No longer able to hold herself back, Ungoliant sprang forward and sunk her black beak deep within the wounds made by Melkor. This sap, a purer source of light than any found elsewhere, flowed into her. It mingled with the light she’d already consumed throughout her existence and almost threatened to overtake the darkness that defined her being. Ungoliant drank and drank the silver liquid, feeling as though she could never be quenched. Even as she sucked from the tree’s wound, her own unlight flowed back into it. She felt the bark around Melkor’s piercing crack as her poison corrupted what purity there was left in the silver tree. 

Finally Telperion was dry, sucked clean of the ichor that gave it such light. Yet Ungoliant’s appetite was far from sated, and she turned now to the golden tree whose sap was just approaching the green grass at the tree’s roots. Uttering a deep growl, Ungoliant scuttled to Laurelin, once again sinking her beak into the holy bark that was never meant to lose its luster. She drew gulp after gulp of this yellow liquid into her gullet, feeling its power flow within her and mix with its brother blood she’d already consumed. Once more her own poisonous ichor flowed into it, darkening its bright spirit. As she pulled each new mouthful of light into her body, Ungoliant swelled with power. Her body grew ever larger, becoming more terrifying than she’d ever been. 

At last Ungoliant ceased to drink. Laurelin was now as empty as her brother Telperion. The bright gleaming that had swept over all of Valinor and most of Aman was now extinguished. The final dregs of silver and gold vanished from the streets of Valmar, now dark as well as silent. 

Ungoliant turned from the poisoned, blackened trees, eyes darting over all in Ezellohar. She saw Melkor standing a short distance from her, staring with wide eyes at her increased size. For the first time since they’d met, he seemed almost afraid of her. 

_ As he should be. _

Her many eyes landed on a well not far from the mound of the two trees. From within the stone circle that plunged into the earth, Ungoliant saw a glimmer of light, the last that remained in Valmar. With a cry of lust, she burst toward it, her many legs cutting the soft ground of Ezellohar as she moved quickly toward her goal. She reached the well and sank her beak into this new source of light. It glittered with leftover illumination from Telperion and Laurelin, but also seemed to hold starlight. It was beautiful and pure and it was quickly consumed by Ungoliant. As she pulled each swell of water into her, the quickness of her inhalation caused her to belch, and with each belch she poured forth a thick black vapour that covered Ezellohar and expanded outward to cover all of Valmar as well. 

When she’d finally drunk all the glowing water from the well, Ungoliant turned once more to face Melkor. She could see him dimly through the blackness that surrounded them, and he was distant from her now. She realized she’d grown even further while drinking from the well, until she was double her size. Now she could see that Melkor was truly afraid, for she towered over him and sensed that if she so chose she could strike him down in an instant. The darkness that surrounded them was  _ her  _ Darkness, and it was imbued with the power of the Light she’d consumed. 

Ungoliant took a step toward Melkor, who immediately retreated a step back. 

“Hold, Ungoliant,” he said with a touch of haste in his powerful voice. “We are still in the domain of the Valar. We must move quickly if we are to stay ahead of their hunters. And besides," he hesitated. "There is yet more of this treelight to be had, if you will aid me once more.”

On Melkor’s face was still the expression of openness with which he’d first approached her, but beneath it she could see the fear that filled him at the sight of her. She still had power in this alliance of darkness, and with the promise of more power like she'd just ingested she could not easily deny him.

_ Very well, Melkor. With me. _

With a focus of will, Ungoliant spun forth webs that became a cloud of Darkness around Melkor and her, a Darkness that few eyes could pierce. She sprang upward, willing her unlight to carry them north, away from Valmar. Together in a thick veil of black, Ungoliant and Melkor flew toward Formenos. 


	4. The Theft of the Silmarils

**Summary for the Chapter:**

> After destroying Laurelin and Telperion, Melkor and Ungoliant fly to Formenos

In a thick inky Darkness, Ungoliant and Melkor flew north from Valinor. Melkor directed her from where she carried him in her formless Unlight. Traveling like this required great concentration from Ungoliant, who was no longer in her eight-legged shape but instead a cloud of heavy vapor. With Melkor in her center, she moved quickly, speeding away from the grove where she’d gorged upon the trees of Valinor. She could still feel that light surging through her, giving her power and causing her body to expand.

North they flew until they came to Formenos, as Melkor called it. Home of a being who crafted great beauties, as well as three gems in particular that he especially wished to steal…

To the great fortress they came, swathed in darkness. They heard cries from below as they descended on the white stones but Melkor urged her on until they alighted upon the entrance to this castle. As they descended, the stones, which seemed to yet hold a residual light from the newly destroyed trees, were covered by the black smoke of Ungoliant. There before the doors of Formenos stood a formidable creature, tall with black hair. He held a sword at his side, which would have gleamed but for the ink that swirled to meet it. Ungoliant did not reform out of her thick clouds as Melkor stepped out of her shroud.

“Melkor,” said the elf before the doors. He did not move from his stance, but his eyes became sad as they looked upon the being with whom Ungoliant had allied herself.

“Hello, Finwe.” Though Melkor was walking away from her, Ungoliant could hear the evil grin on his face. 

“What darkness do you bring with you this day?” said the elf Finwe. He readjusted his grip on his sword. 

“That which will soon spread over all of Aman, my old friend.” Melkor’s steps were steady as he bore down on the elf. Ungoliant could feel her darkness spreading out across the white stone, blocking out the cries from other elves in Formenos. 

“They will defeat you, Melkor,” Finwe said gravely. 

“No, Finwe,” came the softly threatening reply. “But they can try.”

And with the sound of a thunderbolt and a flash of fiery rage, Finwe fell to the stones. His elven body looked unharmed but his dark eyes stared blankly ahead. Melkor let loose a great and terrible laugh before stepping over the corpse of Finwe, king of the Noldor. 

Ungoliant followed Melkor through the halls of Formenos, leaving an unending wave of darkness in her wake. They encountered no other elves within the fortress but they could hear screams of terror from behind them. Melkor guided them over the stones toward a destination unknown to Ungoliant, who had never before been in such an edifice. The creation of elves was not a favorable place for her. The enclosing walls seemed as though they could crush her, though she knew that she was far too powerful to be destroyed by stone. Still, she followed Melkor cautiously, oozing behind him like blood through water.

They came at last to a great metal door, before which Melkor halted. He stood gazing at it. Ungoliant could sense power behind the forged metal, a power like that from the trees she’d consumed. This power called to her, and her appetite--which had not been sated by the feast of light in Valmar--awoke again within her. 

There was a sudden blast of fire, like the one that had torn down Finwe, and Melkor gave a shout as the strong door collapsed before them with a tumultuous crash. Dust billowed out from the vault, which parted around Melkor as he stepped forward. The power Ungoliant had sensed grew stronger, tempting her to move past Melkor into that space where she could devour the beauty and light that came from inside. 

But Melkor moved quickly in the vault, seizing jewels from around him. Ungoliant noted that one such seizure prompted a small gasp of pain from him, and this treasure he held in his right hand. 

With a jolt, he leapt out of the vault and once more into the cloud of her unlight. 

“Fly, Ungoliant! His eyes are turning northward and we must be gone before they pierce your veil!” 

She gripped Melkor with tendrils of darkness, briefly brushing the gems he held in both hands, and then she was soaring out of Formenos. Back through the stone halls, through the trails of black she’d left behind them on their foray into the fortress. Then they were out, past the still body of Finwe, and they fled quickly from the scene of their second theft of this day. 

“Now we fly eastward, away from this land. Take me there and then we shall part ways, having fulfilled the terms of our agreement.”

Suspicion filled Ungoliant as she carried Melkor ever north and eastward. The land around them grew white with frost, but the cold did not touch Ungoliant as she flew ever onward, filled as she was with the light of Valinor. Even as they journeyed, Ungoliant could sense the bright power that Melkor still grasped, and she longed to know this source, and devour it.

At long last, Melkor gave a cry. “There! The grinding ice! Cross it quickly, and we will soon be free.”

Over the ice went her cloud of Unlight, Melkor held in its center. She saw passing beneath her a new land, one she had never walked. Covered in darkness it was, the only light still gleaming from between Melkor’s fingers.


	5. Ungoliant's Undoing

**Summary for the Chapter:**

> The final confrontation between Ungoliant and Melkor in Middle-earth

_ Where are we going? _ She asked as the treacherous ice ended and hills and mountains spread beneath them. 

“North,” he answered, “And then we may part, having each achieved our goals in this alliance.”

But Melkor was within her and could not hide his intentions. Ungoliant sensed hope within him, a hope to flee from her with whatever power he had claimed from Formenos.

_ No _ .

Ungoliant willed her Unlight to enmesh Melkor, and she bound him tight as she alighted on the ground beneath them. She could taste his fear as she gripped him with her dark tendrils but still he held the light closely.

“What are you doing, Ungoliant? Our deal was struck and it has been fulfilled. Do we part ways here?”

His voice was calm but she could feel the rumblings of panic within him. 

_ Yes, blackheart, I have done your bidding. But you swore to grant me all that I craved, and I hunger still _ .

“What would you have of me? You have drunk the light of the Valar. There is naught left but the earth, and that you will not have for it is mine to rule.” Melkor swelled with pridefulness, his form stretching in the grip of her darkness. 

Slyly, Ungoliant answered,  _ You have still the treasures from Formenos. I would have them, Melkor, and you will give with both hands, as you swore. _

With this she began to slowly tighten her tendrils of Unlight, an unsubtle threat to quell the life out of this creature against whom she held great power.

Melkor gasped and cried, “Very well! You may have the gems! Only release me so I may give them to you!”

Ungoliant clenched her darkness once more before releasing Melkor. He stumbled out of her darkness, only just holding himself upright. His eyes flashed as he turned to her, hands still clenched around glittering light. She willed her form to return to its eight-legged shape, her body still holding the vast light she’d consumed so that she towered over Melkor, who seemed small and insignificant as she gazed down at him.

_ Give them to me _ .

With hatred in his heart, Melkor began to offer the gems to Ungoliant. One after another he cast them toward her, his enmity growing inside him as she devoured each one. With every gem she grew huger, but Melkor’s fear had been replaced by his anger. Ungoliant sensed this but knew that she still held sway over him with the power of the light within her. 

At last, Melkor’s hand was empty, and with distaste he said, “Very well, Ungoliant. If you are not now sated, then you never shall be. Leave, and may our paths never cross again.”

As Melkor turned away, Ungoliant caught a glimpse of light in his right hand. 

_ Hold, Melkor _ .

He froze, but did not turn back to face her. 

_ You have given freely with your left hand, but your right still holds power. Do you intend to break covenant with me? _

Melkor’s right hand twitched, and she now perceived that he held a crystal casket, through which she could see three gems. As she gazed at them she saw that they glittered with the light of Laurelin and Telperion, the trees she’d ravished in Ezellohar.

_ What do you withhold from me, Melkor Oath-breaker? _

Still Melkor did not face her, but in a quiet voice he spoke, “They are the Silmarils of Feanor, made to capture the light of Valinor. Within them are the last gleamings of the gold and silver trees you consumed. You have drank enough of that light. You will not have these.”

Ungoliant crept toward his back, Unlight beginning to swell from her body, huge tendrils gliding down toward him. 

_ You are a thief and a liar, blackheart. I  _ will _ have the last light of the Valar, whether you give it willingly or no. _

With a fierce cry Melkor whirled around and screamed, his face filled a black rage, “You will never have the Silmarils! They are mine! Mine! I possess them just as I possess this land! Iluvatar may have cast me out but I will not be denied the power that only I have the right to wield!”

Faster than lightning, Ungoliant sprang toward Melkor, her form drifting halfway into a cloud of darkness. With thick ropes of Unlight she bound Melkor, enmeshing him in her web of blackness, determined to strangle him if he would not surrender the Silmarils. 

From his prison in her web, he suddenly issued a cry. This terrible scream of dreadful power shook the lands around them: the mountains trembled, rocks cracked open, and the earth itself rumbled as though it would break apart beneath them. 

Ungoliant struggled against this cry until she had covered his mouth and silenced his yell. With stronger and tighter webs she crushed him within her black light, fueled by the light of trees and stars. 

There came the sound of a distant thunder, and as she heard it, Ungoliant paused in her fight against Melkor. Close as she was to crushing him with her power, she ceased spinning her deathly webs and looked to the northeast. Surrounded by the dark landscape, there was a strange red glow on the horizon. It looked like a storm, but it was no storm she had ever encountered. Something was approaching, she realized, as the red storm grew bigger against the distant sky.

A low, hoarse chuckle issued from the form she crushed inside her. She turned her perception toward Melkor once more, and he said, “They have heard me. They are coming.”

Ungoliant turned to the horizon once more to see that the red storm had come close enough to reveal its true form: a massive tempest of fire, tongues of orange and red flicking toward the sky, burning the land it touched. She could see shapes within the fiery menace, massive shapes that almost rivaled her own vastness. They had horns atop their heads and long tendrils at the end of their arms, like her own wisps of webbing. 

With a roar, Melkor called to them.  _ “To me, my balrogs _ !”

And then they were upon her, giant horned beasts wreathed in fire, wings snapping at their backs, buffeting the flame of their coming toward her. With a screech, Ungoliant loosed the webs that fastened Melkor to her. He dropped to the ground beneath her, taking with him the Silmarils, still clutched in his right hand.

Ungoliant whirled on her attackers, sending forth her own tendrils of pain to strike at the balrogs come to rescue Melkor from her might. There was a mad cluster of them about her, whipping her with their tongues of flame so that her flesh burned, dissolving into cloud as her only protection. Still they came at her until she was surrounded by fire. Red and orange filled her vision, broken only by the rising and falling of the whips of the balrogs. The roaring flames seemed to consume her mind, and not even the lights of Valinor could banish this pain.

With a shriek of defeat, Ungoliant flung herself into the air above the balrogs, converting to shadow as she did so. Their fiery tendrils pursued her upward until she reached a height that they could not. Looking down, she gazed into their burning eyes and howling maws, and saw Melkor beyond them all, laughing. He held the Silmarils triumphantly above him and gazed mockingly at Ungoliant. 

“I thank you, creature of darkness, for your aid this day. Without you, it would have been much more complicated. Now,” said Melkor, a malicious grin spreading across his face. “Begone, Ungoliant, and never darken my horizon again.”

She hissed and began to move toward her foe but the balrogs roared and struck her with their whips once more. Screaming in rage, Ungoliant fled, spewing forth inky blackness in her wake to conceal her trail. She flew for a long time, as far and as fast as she could to escape the fires of Melkor. 

At last she saw before her a dark valley. She sped toward it, seeing in its darkness a safe haven, far from Melkor. Approaching it, she sensed more creatures, like her in shape if not essence. They would provide sustenance, and perhaps the possibility of spawn, which may someday challenge Melkor and his ilk.

Ungoliant crept into the valley, hearing the hiss of her kind as she passed deeper into the earth. She spun her webs behind her to prevent them from following for the time. 

Nestled into the darkness of her own passing, Ungoliant waited. She would wait while Melkor triumphed, gloating over the betrayal he had wrought. Her alliance with the blackhearted Vala had been almost worthless. Almost…

Within her, Ungoliant could still feel the silver and gold lights from those bright trees. Swirling in her gut, this light was a reminder of what she had won, but also what she had lost. 

* * *

 

The memory of the Silmarils filled Ungoliant, and for the rest of her existence she thought only of their radiance. She produced foul offspring with the beasts in her valley, and devoured her mates and their spawn more often than not. The females she permitted to live, encouraging them to go forth and find new valleys, new mates, new lights. But ever inside her burned the light of the trees, and the knowledge that she could never again find such power drove her mad. She let the light consume her as she had first consumed it, and at last, driven to madness by her insatiable lust, she devoured herself, that she might once again taste the lights of Telperion and Laurelin. 


End file.
